SENIOR SECURED NOTES INDENTURE Dated as of October 15, 2015 Among LOGAN’S ROADHOUSE, INC. LRI HOLDINGS, INC. the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee WELLS FARGO BANK, NATIONAL...Senior Secured Notes Indenture • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
* This Cross-Reference Table is not part of the Indenture. This Indenture is not qualified under the Trust Indenture Act and is not intended to incorporate any of the terms thereof, except as expressly provided.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 2nd, 2015 • Lri Holdings, Inc. • Retail-eating places • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of July 27, 2015, between Roadhouse Holding Inc., a Delaware company (the “Company”), and the Participant whose name appears on the signature page hereof (the “Participant”), pursuant to the Roadhouse Holding Inc. Amended and Restated Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
ContractSupplemental Agreement • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
This SUPPLEMENTAL AGREEMENT (this “Agreement”), dated as of October 15, 2015, is made by Logan’s Roadhouse, Inc. (“Issuer”) and GSO / Blackstone Debt Funds Management LLC (the “GSO Representative”), solely in its capacity as sub-adviser to the following GSO Holders: FS Investment Corporation, Race Street Funding LLC, Cobbs Creek LLC, Burholme Funding LLC and Dunlap Funding LLC (such entities, the “GSO Holders”).
June 2, 2014Qualified Stock Option Agreement • June 10th, 2014 • Lri Holdings, Inc. • Retail-eating places
We have recently agreed to the termination of your employment relationship with Logan’s Roadhouse, Inc. (the “Company”), an indirect wholly-owned subsidiary of Roadhouse Holding Inc. (“Parent”). This letter, upon your signature, will constitute the only agreement (the “Agreement”) between you and the Company and Parent regarding the termination of your employment relationship with the Company to include any officer or executive position held with Parent or any of its subsidiaries.
THE LOGAN'S ROADHOUSE, INC. NON-QUALIFIED SAVINGS PLAN RABBI TRUST AGREEMENTNon-Qualified Savings Plan Rabbi Trust Agreement • November 18th, 2014 • Lri Holdings, Inc. • Retail-eating places • North Carolina
This Grantor Trust Agreement (the "Trust Agreement") is made this 13th day of December, 2013 and effective the 1st day of January, 2014 by and between Logan's Roadhouse, Inc.
February 5, 2015Lri Holdings, Inc. • March 12th, 2015 • Retail-eating places
We have recently agreed to the termination of your employment relationship with Logan’s Roadhouse, Inc. (the “Company”), an indirect wholly-owned subsidiary of Roadhouse Holding Inc. (“Parent”). This letter, upon your signature, will constitute the only agreement (the “Agreement”) between you and the Company and Parent regarding the termination of your employment relationship with the Company to include any officer or executive position held with Parent or any of its subsidiaries.
SECURITY AGREEMENT made by LRI HOLDINGS, INC. LOGAN’S ROADHOUSE, INC. and the subsidiary signatories hereto in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of October 15, 2015Security Agreement • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
SECURITY AGREEMENT, dated as of October 15, 2015, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wells Fargo Bank, National Association, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties referred to below.
Exchange Agreement October 14, 2015Exchange Agreement • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
MANAGEMENT SUBSCRIPTION AGREEMENTStockholders Agreement • November 2nd, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
Reference is hereby made to the Registration Rights Agreement, dated as of November 19, 2010 (as the same may be amended, supplemented or modified from time to time, the “Registration Rights Agreement”), among Roadhouse Holding Inc., a Delaware corporation (the “Company”), Kelso Investment Associates VIII, L.P., a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company, and each of the stockholders of the Company whose name appears on the signature pages thereto or who became a party thereto.
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2014 • Lri Holdings, Inc. • Retail-eating places
THIS AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”), is entered into as of November 24, 2014, by and between LOGAN’S ROADHOUSE, INC. (the “Company”), ROADHOUSE HOLDING INC. (the “Parent”) and SAMUEL NICHOLAS BORGESE (“Executive”).
Logan’s Roadhouse, Inc.Advisory Agreement • December 22nd, 2014 • Lri Holdings, Inc. • Retail-eating places
Reference is made to that certain letter agreement, dated October 4, 2010 (as amended by Amendment No. 1 to Advisory Agreement, dated October 24, 2013, the “Advisory Agreement”), by and between Logan’s Roadhouse, Inc. (the “Company”) and Kelso & Company, L.P. (“Kelso”, and together with the Company, the “Parties”), pursuant to which, among other things, Kelso provides consulting and advisory services to the Company. Capitalized terms used herein without definition have the meanings ascribed in the Advisory Agreement.
ContractCredit Agreement • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
AMENDMENT NO. 6, dated as of October 15, 2015 (this “Amendment”), among LOGAN’S ROADHOUSE, INC., a Tennessee corporation (the “Borrower”), LRI HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of October 4, 2010, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Credit Agreement”) among the Borrower, Holdings, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other financial institutions party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
ContractCredit Agreement • April 1st, 2016 • Lri Holdings, Inc. • Retail-eating places • New York
AMENDMENT NO. 7, dated as of March 28, 2016 (this “Amendment”), among LOGAN’S ROADHOUSE, INC., a Tennessee corporation (the “Borrower”), LRI HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of October 4, 2010, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Credit Agreement”) among the Borrower, Holdings, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other financial institutions party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
EXECUTION VERSION 24047478v03 AMENDMENT NO. 3, dated as of January 24, 2014 (this “Amendment”), among LOGAN’S ROADHOUSE, INC., a Tennessee corporation (the “Borrower”), LRI HOLDINGS, INC., a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK,...Credit Agreement • January 30th, 2014 • Lri Holdings, Inc. • Retail-eating places • New York
EMPLOYMENT AGREEMENTStockholders Agreement • November 18th, 2014 • Lri Holdings, Inc. • Retail-eating places • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of October 4, 2014, is made and entered into by and between LOGAN’S ROADHOUSE, INC. (the “Company”), ROADHOUSE HOLDING INC. (the “Parent”) and SAMUEL NICHOLAS BORGESE (“Executive”).
Exchange Agreement October 14, 2015Exchange Agreement • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
ContractCredit Agreement • June 2nd, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
AMENDMENT NO. 5, dated as of May 28, 2015 (this “Amendment”), among LOGAN’S ROADHOUSE, INC., a Tennessee corporation (the “Borrower”), LRI HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of October 4, 2010, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Credit Agreement”) among the Borrower, Holdings, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other financial institutions party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Roadhouse Holding Inc. Logan's Roadhouse, Inc.Lri Holdings, Inc. • November 18th, 2014 • Retail-eating places • Tennessee
Effective as of September 8, 2014 (the "Effective Date"), you will be appointed Interim President and Chief Executive Officer of the Companies. You will serve in these roles on an exclusive, full-time basis until the appointment of a permanent President and Chief Executive Officer of the Companies (the "Term"). During the Term, you will report to the board of directors of the Parent (the "Parent Board"), and will perform such CEO-level duties and responsibilities as may be prescribed from time to time by the Parent Board. From time to time during the Term, you also may be appointed to other offices within the Parent or its subsidiaries as may be necessary or appropriate for the convenience of the businesses of the Parent and its subsidiaries. During the Term, the consulting agreement to which you and the Company are parties will remain in effect, and service in your role as Interim President and Chief Executive Officer will be deemed to satisfy you and your affiliates' performance unde
ContractCredit Agreement • December 22nd, 2014 • Lri Holdings, Inc. • Retail-eating places • New York
AMENDMENT NO. 4, dated as of December 19, 2014 (this “Amendment”), among LOGAN’S ROADHOUSE, INC., a Tennessee corporation (the “Borrower”), LRI HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of October 4, 2010, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Credit Agreement”) among the Borrower, Holdings, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other financial institutions party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
ContractAmendment • November 2nd, 2015 • Lri Holdings, Inc. • Retail-eating places • Delaware
AMENDMENT (this “Amendment”) dated as of June 30, 2015, to the Nonqualified Stock Option Agreement (Tranche A) and the Non-qualified Stock Option Agreement (Tranche B) (collectively, the “Option Agreements”), both dated as of October 4, 2014, both between Roadhouse Holding Inc. (the “Company”), and Samuel Nicholas Borgese (“Executive”).
LOGAN’S ROADHOUSE, INC. CONSULTING AGREEMENTConsulting Agreement • November 18th, 2014 • Lri Holdings, Inc. • Retail-eating places • Tennessee
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of January 29, 2014 by and among Logan’s Roadhouse, Inc., a Tennessee corporation having its principal place of business at 3011 Armory Drive, Suite 300, Nashville, Tennessee 37204 (the “Company”), G&S Food Group, a limited liability company with an address at 705 Golf Club Dr, Castle Rock, CO 80108 (the “Consultant”) and, with respect to paragraphs 1, 3 through 8, 10 through 13 and 16 (collectively, the “Applicable Provisions”), Gerard Lewis (the “Individual”). The Company, the Consultant and the Individual may be referred to herein individually as “Party” or collectively, as “Parties.” When used in the Applicable Provisions, the term “Consultant” shall also mean the Individual.
May 20, 2015Lri Holdings, Inc. • June 17th, 2015 • Retail-eating places
We have recently agreed to the termination of your employment relationship with Logan’s Roadhouse, Inc. (the “Company”), an indirect wholly-owned subsidiary of Roadhouse Holding Inc. (“Parent”). This letter, upon your signature, will constitute the only agreement (the “Agreement”) between you and the Company and Parent regarding the termination of your employment relationship with the Company to include any officer or executive position held with Parent or any of its subsidiaries. Notwithstanding anything contained herein to the contrary, this Agreement shall be subject to approval by the Board of Directors of the Company and such approval shall occur within five (5) days of you signing this letter.
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • October 16th, 2015 • Lri Holdings, Inc. • Retail-eating places • New York
THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of October 15, 2015, is entered into among (i) LRI Holdings, Inc., a Delaware corporation, Logan’s Roadhouse, Inc., a Tennessee corporation, Logan’s Roadhouse of Texas, Inc., a Texas corporation, and Logan’s Roadhouse of Kansas, Inc., a Kansas corporation (each, a “Loan Party” and together, the “Loan Parties”), (ii) JPMORGAN CHASE BANK, N.A. (the “First Priority Representative”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, (the “Existing Second Priority Representative”), in their capacities as First Priority Representative and Second Priority Representative, respectively, under that certain Intercreditor Agreement (as amended prior to the date hereof, the “Intercreditor Agreement”), dated as of October 4, 2010, among the First Priority Representative, the Existing Second Priority Representative, and each of the Loan Parties, and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Joining Second Pri
